UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]      Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 For the Quarterly Period Ended September 30, 2003.

[  ]     Transition Report Under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934


                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION
        (Exact name of small business issuer as specified in its charter)


      Mississippi                                      64-0665423
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                   500 Main Street, Natchez, Mississippi 39120
                    (Address of principal executive offices)

                                  601-445-5576
                           (Issuer's telephone number)


State              the  number of  shares  outstanding  of each of the  issuer's
                   classes of common equity, as of the latest practicable date:

             2,113,087 Shares of Common Stock, Par Value $2.50, were outstanding
                       as of November 1, 2003.



          Transitional Small Business Disclosure Format: Yes [ ] No [X]


<PAGE>



                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


         Item 1.    Financial Statements


                     Consolidated Statements of Condition
                     Consolidated Statements of Income
                     Consolidated Statements of Changes in Stockholders' Equity
                     Consolidated Statements of Cash Flows
                     Notes to the Consolidated Financial Statements


         Item 2.    Management's Discussion and  Analysis of Financial Condition
                    and Results of Operations

         Item 3.    Controls and Procedures



PART II.    OTHER INFORMATION


         Item 6.    Exhibits and Reports on Form 8-K



SIGNATURES


CERTIFICATIONS

<PAGE>



PART I            FINANCIAL INFORMATION

         Item 1.  Financial Statements


<PAGE>





<TABLE>
<CAPTION>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                              FOR THE PERIODS ENDED




                                                A S S E T S


                                                                          September 30,     December 31,
 ASSETS:                                                                      2003              2002
                                                                        -----------------  ----------------
<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                                  $ 7,549,961       $ 8,914,638
       Interest bearing                                                          988,868         2,562,236
                                                                        -----------------  ----------------
              Total cash and due from banks                                    8,538,829        11,476,874

 Federal funds sold                                                                    -         3,560,000
 Investment Securities:
       Held-to-maturity (market value, in 2003 and 2002,
           of $43,520,940 and $34,305,172, respectively)                      42,135,434        33,147,883
       Available-for-sale (amortized cost, in 2003 and 2002,
           of $79,178,684 and $58,343,140, respectively)                      80,466,923        60,565,938
       Equity securities                                                       4,228,700         3,345,200
 Loans, less unearned income of $9,903 in 2003 and
           $14,782 in 2002, and allowance for loan losses of
           $2,250,054 in 2003 and $2,129,328 in 2002                         199,511,645       178,268,969
 Loans held for sale                                                           3,633,195         4,393,397
 Bank premises and equipment, net                                              7,663,323         7,022,975
 Other real estate, net of accumulated reserves of $66,256
           in 2003 and $150,000 in 2002                                        1,436,275         1,554,323
 Accrued interest receivable                                                   2,115,268         2,123,114
 Cash surrender value of life insurance                                          896,712           900,550
 Deposit premium                                                               1,123,026         1,203,738
 Other assets                                                                  1,139,942         1,316,327
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 352,889,272     $ 308,879,288
                                                                        =================  ================

<PAGE>

</TABLE>
<TABLE>
<CAPTION>


                                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                          September 30,     December 31,
 LIABILITIES:                                                                 2003              2002
                                                                        -----------------  ----------------
 Deposits
<S>                                                                     <C>                <C>
       Non-interest bearing                                                 $ 35,021,092      $ 33,843,654
       Interest bearing                                                      199,608,775       199,168,384
                                                                        -----------------  ----------------
              Total deposits                                                 234,629,867       233,012,038

 Federal Home Loan Bank advances                                              68,740,778        41,315,483
 Federal funds purchased                                                       4,535,000                 -
 Securities sold under repurchase agreements                                   6,698,496         2,141,790
 Accrued interest payable                                                        877,415           956,438
 Advances from borrowers for taxes and insurance                                 309,850           326,242
 Accrued taxes and other liabilities                                           1,996,950         1,797,823
 Trust Preferred Securities                                                    5,000,000                 -
                                                                        -----------------  ----------------
              Total liabilities                                              322,788,356       279,549,814
                                                                        -----------------  ----------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,127,587 and 2,113,087 issued
       and outstanding for September 30, 2003 and December 31, 2002,
       respectively                                                            5,318,968         5,318,968
 Additional paid-in capital                                                    7,225,408         7,225,408
 Retained earnings                                                            16,668,969        15,304,539
 Accumulated other comprehensive income                                        1,144,946         1,737,934
                                                                        -----------------  ----------------
                                                                              30,358,291        29,586,849
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      30,100,916        29,329,474

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 352,889,272     $ 308,879,288
                                                                        =================  ================



<PAGE>
</TABLE>

<TABLE>
<CAPTION>

              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME


                                                               Three Months Ended                   Nine Months Ended
                                                                 September 30,                        September 30,
                                                        --------------------------------     --------------------------------

                                                             2003             2002               2003              2002
                                                        ---------------   --------------     --------------   ---------------

 INTEREST INCOME:
<S>                                                     <C>               <C>                <C>              <C>
 Interest and fees on loans                                $ 3,669,958      $ 3,683,276        $10,995,122       $11,170,825
 Interest on investment securities:                                                                                        -
     Taxable interest income                                   728,396          875,945          2,513,751         2,649,077
     Exempt from federal taxes                                 402,202          402,725          1,213,526         1,205,942
 Interest on federal funds sold                                    311            3,548             10,345            16,622
                                                        ---------------   --------------     --------------   ---------------

 Total interest income                                       4,800,867        4,965,494         14,732,744        15,042,466
                                                        ---------------   --------------     --------------   ---------------


 INTEREST EXPENSE:
 Interest on deposits                                          968,181        1,229,739          3,065,869         3,905,793
 Interest on other borrowed funds                              543,148          513,354          1,577,015         1,588,620
 Interest on securities sold under repurchase agreements        12,291           15,478             32,739            47,817
                                                        ---------------   --------------     --------------   ---------------

 Total interest expense                                      1,523,620        1,758,571          4,675,623         5,542,230
                                                        ---------------   --------------     --------------   ---------------


 NET INTEREST INCOME                                         3,277,247        3,206,923         10,057,121         9,500,236

 Provision for loan losses                                      60,000           77,000            330,000           405,000
                                                        ---------------   --------------     --------------   ---------------


 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                             3,217,247        3,129,923          9,727,121         9,095,236
                                                        ---------------   --------------     --------------   ---------------


 OTHER INCOME:
 Service charges on deposit accounts                           358,389          327,938          1,007,044           938,800
 Income from fiduciary activities                                9,408            8,224             32,510            31,427
 Insurance premiums and commissions                               (461)              46               (639)            2,512
 Gain/(loss) on sale of ORE                                          -            7,623             (5,953)           (4,569)
 Gain/(loss) on sale of mortgage loans                         182,187           59,875            506,383           187,353
 Gain/(loss) on sale of premises & equipment                   (45,612)               -            (45,612)                -
 Gain/(loss) on sale of other assets                                 -             (200)               (71)           (5,550)
 Equity investee gains/(losses)                                      -          (29,390)                 -          (171,913)
 Other                                                         220,987          134,901            559,951           436,565
                                                        ---------------   --------------     --------------   ---------------

 Total other income                                            724,898          509,017          2,053,613         1,414,625
                                                        ---------------   --------------     --------------   ---------------



<PAGE>
</TABLE>

<TABLE>
<CAPTION>


 OTHER EXPENSES:
<S>                                                     <C>               <C>                <C>              <C>
 Salaries                                                    1,476,303        1,234,689          4,291,838         3,612,389
 Employee benefits                                             348,638          227,032            783,010           623,899
 Director fees                                                  42,335           46,835            129,322           128,845
 Net occupancy expense                                         212,567          198,338            601,129           573,482
 Equipment expenses                                            249,542          225,846            730,592           702,642
 FDIC assessment                                                 8,940            9,242             26,793            27,857
 Stationery and supplies                                        66,598           73,479            212,351           198,436
 Other real estate expense                                      24,626           48,769             48,331            61,659
 Amortization of deposit premium                                26,904           26,904             80,712            80,712
 Minority Interest - TPS                                        52,417                -            111,753
 Other                                                         670,192          652,123          1,870,344         2,407,695
                                                        ---------------   --------------     --------------   ---------------

 Total other expenses                                        3,179,062        2,743,257          8,886,175         8,417,616
                                                        ---------------   --------------     --------------   ---------------


 INCOME BEFORE INCOME TAX EXPENSE                              763,083          895,683          2,894,559         2,092,245

 Income tax expense                                            176,289          267,141            853,941           546,535
                                                        ---------------   --------------     --------------   ---------------


 NET INCOME                                                  $ 586,794        $ 628,542        $ 2,040,618       $ 1,545,710
                                                        ===============   ==============     ==============   ===============


 EARNINGS PER SHARE DATA:

 Basic earnings per share                                       $ 0.28           $ 0.30             $ 0.97            $ 0.73
                                                        ===============   ==============     ==============   ===============

 Basic weighted shares outstanding                           2,113,087        2,109,055          2,113,087         2,109,055
                                                        ===============   ==============     ==============   ===============


 Diluted earnings per share                                     $ 0.28           $ 0.30             $ 0.96            $ 0.73
                                                        ===============   ==============     ==============   ===============

 Diluted weighted shares outstanding                         2,116,673        2,111,986          2,115,390         2,112,122
                                                        ===============   ==============     ==============   ===============

<PAGE>
</TABLE>

<TABLE>
<CAPTION>



                                       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                       FOR THE NINE MONTHS ENDED SEPTEMER 30, 2003 AND 2002




                                                                                              Accumulated
                                                 Common Stock      Additional                   Other                     Total
                                            ---------------------   Paid-in     Retained    Comprehensive   Treasury   Stockholders'
                                              Shares      Amount    Capital     Earnings        Income        Stock       Equity
                                            ---------  ---------- -----------  -----------  -------------- ----------- ------------

<S>                                         <C>        <C>         <C>         <C>           <C>            <C>         <C>
 Balance at December 31, 2001               2,109,055  $5,308,888  $7,189,563  $15,373,489   $   676,575    $(257,375)  $28,291,140

 Comprehensive Income:
     Net income                                     -           -           -    1,545,710             -                  1,545,710

     Other comprehensive income (net of tax)
     Net change in unrealized gain/(loss)
        on securities available for sale,
        net of taxes for $516,270                                                                869,301                    869,301
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $138,754                                                                   236,238                    236,238

 Cash Dividend declared
        $.31 per share                                                            (653,807)                                (653,807)

                                            --------- ----------- ----------- ------------- -------------- ----------- -------------
 Balance at September 30, 2002              2,109,055  $5,308,888  $7,189,563  $16,265,392   $ 1,782,114    $(257,375)  $30,288,582
                                            ========= =========== =========== ============= ============== =========== =============


 Balance at December 31, 2002               2,113,087  $5,318,968  $7,225,408  $15,304,539   $ 1,737,934    $(257,375)  $29,329,474

 Comprehensive Income:
     Net income                                     -           -           -    2,040,618             -                  2,040,618

     Other comprehensive income (net of tax)
     Net change in unrealized gain/(loss)
        on securities available for sale,
        net of taxes of $348,59                                                                 (585,790)                  (585,790)
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $4,282                                                                      (7,198)                    (7,198)

 Cash Dividend declared
        $.32 per share                                                            (676,188)                                (676,188)

                                            --------- -----------------------------------------------------------------------------
 Balance at September 30, 2003              2,113,087  $5,318,968  $7,225,408  $16,668,969   $ 1,144,946    $(257,375)  $30,100,916
                                            ========= =============================================================================

<PAGE>
</TABLE>

<TABLE>
<CAPTION>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           PERIODS ENDED SEPTEMBER 30,

                                                                                             2003                    2002
                                                                                    -------------------     -------------------

 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                 <C>                     <C>
 Net income                                                                                $ 2,040,618             $ 1,545,710
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
            Deferred income taxes                                                              315,894                 837,506
            Provision for loan losses                                                          330,000                 405,000
            Provision for losses on foreclosed real estate                                           -                  75,000
            Provision for depreciation                                                         532,153                 573,618
            Stock dividends received                                                           (54,000)                (61,900)
            (Gain)/loss on sale of other real estate                                             5,953                   4,569
            (Gain)/loss on sale of other repossessed assets                                         71                   5,550
            (Gain)/loss on sale of mortgage loans                                             (506,383)               (187,353)
            (Gain)/loss on sale of premises and equipment                                       45,612                       -
            Amortization/(accretion) of investment security
            premiums (discounts), net                                                          567,543                 (17,278)
            Amortization of valuation adjustment on acquired loans                                   -                   7,390
            Amortization of deposit premium                                                     80,712                  80,712
            Equity in investee (gains)/losses                                                        -                 171,913
            Writedown of other real estate                                                           -                 146,120
            Writedown of other repossessed assets                                                    -                   5,900
            (Increase)/decrease in accrued interest receivable                                   7,846                  58,819
            (Increase)/decrease in cash surrender value                                          3,838                 (34,397)
            (Increase)/decrease in other assets                                                149,904                (753,578)
            Increase/(decrease) in accrued interest payable                                    (79,023)               (382,345)
            Increase/(decrease) in accrued taxes and other liabilities                         236,291                (241,147)

                                                                                    -------------------     -------------------

            Net cash provided (used) by operating activities                                 3,677,029               2,239,809
                                                                                    -------------------     -------------------


 CASH FLOWS FROM INVESTING ACTIVITIES
            (Increase)/decrease in federal funds sold                                        3,560,000              (1,875,000)
            Proceeds from sales, maturities and paydowns
            of investment securities                                                        28,530,952              10,174,891
            Purchase of FHLB stock                                                            (829,500)                      -
            Purchases of investment securities                                             (58,921,597)            (15,519,539)
            (Increase)/decrease in loans                                                   (20,953,391)                434,331
            Proceeds from sale and transfers of other real estate                              731,394                 768,491
            Proceeds from sale and transfers of other repossessed assets                        42,931                 100,150
            Purchase of premises and equipment                                              (1,218,113)               (496,543)

                                                                                    -------------------     -------------------

            Net cash provided (used) in investing activities                               (49,057,324)             (6,413,219)
                                                                                    -------------------     -------------------

<PAGE>
</TABLE>

<TABLE>
<CAPTION>





                                                                                             2003                    2002
                                                                                    -------------------     -------------------

<S>                                                                                 <C>                     <C>
 CASH FLOWS FROM FINANCING ACTIVITIES
            Increase /(decrease) in customer deposits                                        1,617,829               5,511,125
            Increase /(decrease) in securities sold under
            repurchase agreements                                                            4,556,706              (1,038,017)
            Increase /(decrease) in federal funds purchased                                  4,535,000                       -
            Increase /(decrease) in FHLB advances                                           27,425,295              (5,218,859)
            Increase /(decrease) in advances from borrowers
            for taxes and insurance                                                            (16,392)                (51,483)
            Increase /(decrease) in Trust Preferred Securities                               5,000,000                       -
            Cash dividends paid                                                               (676,188)               (653,807)

                                                                                    -------------------     -------------------

            Net cash provided (used) by financing activities                                42,442,250              (1,451,041)
                                                                                    -------------------     -------------------


 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                                         (2,938,045)             (5,624,451)
                                                                                    -------------------     -------------------


 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                             11,476,874              14,559,236
                                                                                    -------------------     -------------------


 CASH AND DUE FROM BANKS AT END OF PERIOD                                                  $ 8,538,829             $ 8,934,785
                                                                                    ===================     ===================





 SCHEDULE OF NONCASH INVESTING AND                                                           2003                    2002
                                                                                    -------------------     -------------------

 FINANCING ACTIVITIES:

            Cash paid during the year for interest                                         $ 4,754,646             $ 5,924,575
                                                                                    ===================     ===================

            Cash paid during the year for income taxes                                     $   600,283             $ 1,043,291
                                                                                    ===================     ===================

             Transfers from loans foreclosed to other real estate                          $    50,000             $ 1,582,846
                                                                                    ===================     ===================

            Total change in unrealized (gains) losses
             on securities available for sale                                              $  (934,566)            $ 1,384,048
                                                                                    ===================     ===================

             Total change in deferred income taxes
             on securities available for sale                                              $   348,593             $  (516,270)
                                                                                    ===================     ===================

             Derivative gain/(loss), net of reclassification adjustment                    $    (7,198)            $   236,238
                                                                                    ===================     ===================


<PAGE>
</TABLE>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

Note A.  Basis of Presentation

         The  accompanying  consolidated  balance  sheet  for  Britton  & Koontz
Capital  Corporation  (the  "Company") as of December 31, 2002, has been derived
from the audited  financial  statements  of the Company for the year then ended.
The accompanying consolidated financial statements as of September 30, 2003, are
unaudited and reflect all normal recurring  adjustments which, in the opinion of
management,  are necessary for the fair  presentation of financial  position and
operating  results of the periods  presented.  Certain  2002  amounts  have been
reclassified to conform to the 2003 presentation.

Note B.  Interest Rate Risk management

         On May 9, 2002,  the Bank entered into an  off-balance  sheet  interest
rate swap agreement to convert existing prime based loans to a fixed rate. Under
the terms of the  agreement,  the Bank  receives  a fixed  rate of 7.635% and is
obligated  to pay a  floating  rate  based on  USD-Prime-H.15,  calculated  on a
contractual notional amount of $5,000,000.  The original term is for five years,
expiring May 10, 2007. The fair value of this  derivative,  designated as a cash
flow hedge, and considered  highly effective was $386,431 at September 30, 2003,
and is reflected in other assets.

Note C.  Loans Held-for-Sale

         Loans  held-for-sale  are primarily  thirty year and fifteen year fixed
rate, one to four family real estate loans which are valued at the lower of cost
or market,  as determined by outstanding  commitments  from investors or current
investor  yield  requirements,  calculated  on an individual  basis.  Unrealized
losses on loans  held-for-sale  are  charged  against  income  in the  period of
decline.  Such  declines  are  recorded  in a  valuation  allowance  account and
deducted from the cost basis of the loans.  At September 30, 2003, no charge was
recorded. Gains on loans are recognized when realized.

Note D.  Trust Preferred Securities

         On March 26,  2003,  the Company  finalized  its  participation  in FTN
Financial  Capital Market's and Keefe,  Bruyette & Woods' pooled trust preferred
offering.  The Company  established  Britton & Koontz  Statutory Trust # 1 which
issued 5,000  capital  securities  and 155 common  securities  with an aggregate
liquidation  amount of $5 million and $155 thousand,  respectively.  The term of
the capital securities and debentures is 30 years, callable after 5 years at the
option of the Company.  The initial interest rate is 4.41%,  adjusting quarterly
at 3-Month LIBOR plus 3.15% and capped at 11.75%.


Item 2. Management's Discussion and Analysis of Financial  Condition and Results
        of Operations

             This  discussion  is  intended  to  present  a review  of the major
factors  affecting  the  financial  condition  and results of  operations of the
Company and expand on material changes since year end.


             Financial Condition

             Assets

             The Company's total assets  increased $44 million (14%) from $308.9
million at December  31, 2002,  to $352.9  million at  September  30, 2003.  The
increase was due to an increase in  investment  securities  (31%) as a result of
leverage  strategies and growth in the loan portfolio  (11%) from an increase in
commercial  and  mortgage  related  loans.  Portfolio  growth  was  funded by an
increase in deposits and  borrowed  funds and the proceeds  from  security  cash
flows.

<PAGE>

             Investment Securities

             The Company's  investment portfolio at September 30, 2003, consists
of mortgage-backed,  municipal, and corporate securities. Investments securities
that are deemed to be  held-to-maturity  are accounted for by the amortized cost
method while securities in the  available-for-sale  categories are accounted for
at fair value.

             Management  determines  the  classification  of its  securities  at
acquisition. Total held-to-maturity and available-for-sale investment securities
increased  31% to $122.6  million from December 31, 2002, to September 30, 2003.
Equity  securities  increased  $884  thousand  due  primarily to the purchase of
Federal  Home Loan Bank stock.  Equity  securities  are  comprised  primarily of
Federal  Reserve  Bank stock of $372  thousand,  Federal Home Loan Bank stock of
$3.7 million and ECD Investments, LLC membership interests of $100 thousand.


             The amortized cost of the Bank's investment securities at September
30, 2003, and December 31, 2002 are summarized in Table 1.


             TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO
<TABLE>
<CAPTION>


                                                              Amortized Cost
                                                 -----------------------------------------
                                                     09/30/03                    12/31/02
                                                 -----------------------------------------
<S>                                              <C>                         <C>
    Obligations of other U.S. Government
       Agencies and Corporations                   $ 82,162,524               $ 52,544,082
    Obligations of state and
       Political Subdivisions                        33,730,353                 33,147,883
    Privately Issued Collateralized
       Mortgage Obligations                             379,019                    720,866
    Corporate Securities                              5,042,222                  5,078,192
                                                 ==============              =============
                                                  $ 121,314,118               $ 91,491,023
                                                 ==============              =============

</TABLE>

             Loans

             The  Company's  loan  portfolio,  excluding  loans  held for  sale,
increased $21 million to $202 million at September  30, 2003,  from $180 million
at December 31, 2002.  The loan to total assets ratio was 57.2% at September 30,
2003, compared to 58.4% at December 31, 2002. At September 30, 2003, the loan to
deposit ratio was 86.0% compared to 77.4% at year-end.

             Management  anticipates  continued  loan  growth due to a favorable
interest rate environment and continued  expansion of the Company's  presence in
the Baton Rouge, Louisiana, and Madison and Vicksburg, Mississippi markets.

             Mortgage originations made by the Company's mortgage departments in
all markets  contributed to higher net interest  income due to fees collected on
originations.  The Company  originated  and sold $65.1 million in mortgage loans
for the nine months ended  September 30, 2003,  compared to $27.6 million during
the same period in 2002.  Fixed rate conforming  mortgage assets with maturities
greater  than  12  years  are  sold  in the  secondary  market  at the  time  of
origination.

             Table 2 presents the Bank's loan portfolio composition at September
30, 2003, and December 31, 2002.


<PAGE>



             TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                                   09/30/03           12/31/02
                                                 -------------     -------------

Commercial, financial & agricultural             $  34,368,000     $  34,264,000
Real estate-1-4 family 1st mortgage                 77,383,000        65,625,000
Real estate-construction, development &
       other land loans                             12,420,000         7,207,000
Real estate-other mortgage related                  66,481,000        61,660,000
Installment                                         14,566,000        15,881,000
Other                                                  187,000           170,000
                                                 -------------     -------------
       Total loans                               $ 205,405,000     $ 184,807,000
                                                 =============     =============

             Asset Quality

             Nonperforming  assets,  including  non-accrual  loans,  other  real
estate and loans 90 days or more  delinquent  decreased  $544  thousand  to $3.3
million  at  September  30,  2003,  from $3.9  million at  year-end.  The bank's
nonperforming  loan ratio decreased to .94% at September 30, 2003, from 1.29% at
December 31, 2002. A breakdown of  nonperforming  assets at September  30, 2003,
and December 31, 2002, is shown in Table 3.


             TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                                         09/30/03      12/31/02
                                                       ----------   ------------
                                                         dollars in thousands)
    Non-accrual loans by type
      Real estate                                      $    1,110     $    1,513
      Installment                                              31             16
      Commercial and all other loans                          303            537
                                                       ----------     ----------
          Total non-accrual loans                           1,444          2,066
      Loans past due 90 days or more                          449            253
                                                       ----------     ----------
          Total nonperforming loans                         1,893          2,319
      Other real estate owned (net)                         1,436          1,554
                                                       ----------     ----------
          Total nonperforming assets                   $    3,329      $   3,873
                                                       ==========     ==========
    Nonperforming loans as a percent
      of loans, net of unearned interest
      and loans held for sale                                .94%          1.29%
                                                       ==========     ==========


             Allowance for Possible Loan Losses

             The allowance for loan losses is based on  Management's  evaluation
of the loan portfolio  under current  economic  conditions and is an amount that
Management believes will be adequate to absorb probable losses on loans existing
at the  reporting  date.  The  evaluation  includes  Management's  assessment of
several factors: review and evaluations of specific loans, changes in the nature
and volume of the loan portfolio,  current and anticipated  economic  conditions
and the related  impact on specific  borrowers and industry  groups,  a study of
loss experience,  a review of classified,  non-performing  and delinquent loans,
the estimated value of any underlying collateral, an estimate of the possibility


<PAGE>


of loss based on the risk  characteristics of the portfolio,  adverse situations
that may affect the  borrower's  ability to repay and the results of  regulatory
examinations.  This evaluation is inherently  subjective as it requires material
estimates  that  may  be  susceptible   to  significant   change.   It  is  also
comprehensive  in nature and includes all loans that management is aware of that
may create  doubts as to the  ability of the  borrower  to comply  with  current
repayment terms.


             Based upon this evaluation,  management  believes the allowance for
possible  loan losses of $2.3 million at September  30, 2003,  which  represents
1.12% of gross loans less unearned interest and loans held for sale, is adequate
to absorb  possible  loan  losses  that may be  inherent  in the  portfolio.  At
December 31, 2002,  the  allowance  for possible loan losses was $2.1 million or
1.19% of gross loans net of unearned interest and loans held for sale.


             Table  4  details  allowance  activity  for  the  nine months ended
September  30, 2003 and  September 30, 2002:


             TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES


                                                      09/30/03         09/30/02
                                                  -------------    -------------
                                                        (dollars in thousands)

  Balance at beginning of year                        $  2,129         $  2,108
    Charge-offs:
      Real Estate                                        (219)             (304)
      Commercial                                          (14)             (150)
      Installment and other                               (46)             (222)
    Recoveries:
      Real Estate                                           0                36
      Commercial                                           57                30
      Installment and other                                13                 4
                                                   ----------         ----------
    Net (charge-offs)/recoveries                         (209)             (606)
      Provision charged to operations                     330               405
                                                   ----------         ----------
  Balance at end of period                          $   2,250         $   1,907
                                                   ==========         ==========

  Allowance for loan losses as a percent
      of loans, net of unearned interest and
      loans held for sale                               1.12%              1.07%
                                                   ==========         ==========
  Net charge-offs as a percent of
       average loans                                     .10%               .33%
                                                   ==========         ==========

             Deposits

             Total  deposits  increased  $1.6  million  from  $233.0  million at
December  31,  2002 to $234.6  million  at  September  30,  2003.  Money  market
accounts, demand deposits and public fund deposits increased $2.3, $1.5 and $1.9
million, respectively, due to competitive pricing while certificates of deposits
decreased $3.6 million due to transfers into customer repurchase agreement sweep
accounts.

             Borrowings

             Total  Federal Home Loan Bank  advances,  fed funds  purchased  and
securities sold under repurchase  agreements  increased $27 million,  $5 million
and $5 million,  respectively,  from  December 31, 2002,  to September 30, 2003.
These increases along with the issue of $5 million in Trust Preferred Securities
were  used to fund a $21.4  million  increase  in loans  along  with  leveraging
strategies in connection with $30.4 million increase in investment securities.


<PAGE>

             Capital

             Shareholders'  equity  totaled $30.1 million at September 30, 2003,
compared to $29.3  million at December 31, 2002.  The increase is primarily  the
result of net income,  dividends  paid and the change in  comprehensive  income/
(loss) over the first nine months  totaling  $2.0 million,  ($676)  thousand and
($593) thousand, respectively.  Comprehensive income is the result of unrealized
gains or losses in available-for-sale securities and the recognition of the fair
value of certain derivative  instruments.  The ratio of shareholders'  equity to
assets decreased to 8.5% at September 30, 2003, compared to 9.5% at December 31,
2002.

             The Company  maintained  a total  capital to risk  weighted  assets
ratio of 13.82%,  a Tier 1 capital to risk weighted assets ratio of 12.78% and a
leverage  ratio of 8.078% at  September  30, 2003.  These  levels  substantially
exceed the minimum  requirements of the regulatory agencies for well-capitalized
institutions of 10.00%, 6.00% and 5.00% respectively.


             Results of Operations

             Net Income

             Net income for the three months ended September 30, 2003, decreased
to $587 thousand or $0.28 per diluted  share  compared to $629 thousand or $0.30
per share for the same  period in 2002.  Returns on average  assets and  average
equity were .68% and 8.01%,  for 2003,  compared to .85% and 8.48% in 2002.  The
decrease  in  quarterly  income  is  primarily  due to a planned  $219  thousand
increase  in  employee  salaries  and a one-time  charge of  approximately  $116
thousand  associated with changes in the Company's medical plan. The increase in
non-interest expense was partially offset by increased revenues of $122 thousand
from mortgage loan originations and investment sales amounting to $56 thousand.

             For the nine  months  ended  September  30,  2003,  net  income and
diluted  earnings  per share were $2.0  million and $0.96 per share  compared to
$1.5 million and $0.73 per share for the same period in 2002.


             Net Interest Income and Net Interest Margin

             Net interest income (interest income less interest expense) for the
three months ended September 30, 2003, increased $70 thousand while net interest
margin  declined from 4.63% to 4.02% due to the lower interest rate  environment
and  accelerated  cash flows on  investments  and  loans.  The  increase  in net
interest income is primarily due to lower rates moving liability costs down more
than yields on loans and investments.

             For the nine months ended  September 30, 2003, net interest  income
increased  $557 thousand to $10.1 million  compared to $9.5 million for the same
period in 2002. The  improvement in net interest  income is primarily due to the
lower interest rate environment throughout the year. Despite a 14.4% increase in
average  earning assets,  interest  income  decreased $310 thousand due to lower
interest  rates.   However,   volume   increases  in  average   interest-bearing
liabilities resulted in $742 thousand more in interest expense and was offset by
the lower  interest  rates  decreasing  interest  expense by $1.6  million.  Net
interest  margin for the nine  months  fell to 4.20% from 4.54% due again to the
lower rates and faster prepayments on investment securities and loans.

             Non-Interest Income

             Non-interest  income  increased  $216 thousand to $725 thousand for
the three months ended  September 30, 2003,  from $509 thousand  during the same
period in 2002.  The  improvement  was due primarily to increased  revenues from
mortgage  loan  originations  of $122  thousand and  investment  revenues of $56
thousand along with higher income from deposit accounts of $30 thousand.


<PAGE>


             For the nine months ended September 30, 2003,  non-interest  income
increased  $639 thousand from $1.4 million to $2.0 million.  The increase is due
primarily to $319  thousand in  additional  income from the sale of new mortgage
loans, $94 thousand in increased  revenue on investment sales and higher service
charges on deposit accounts of approximately $66 thousand.  Non-interest  income
for the nine months ended September 30, 2002,  included $ 172 thousand in equity
losses associated with the Company's investment in Sumx Inc.

             Non-Interest Expense

             Non-interest expense increased 16% or $436 thousand to $3.2 million
for the  three-month  period ended  September 30, 2003,  over the same period in
2002.  The  increase in  quarterly  expense is  primarily  due to a planned $219
thousand  increase in employee  salaries and a one-time  charge of $116 thousand
associated with changes in the Company's medical plan.

             For the nine months ended September 30, 2003,  non-interest expense
increased $469 thousand to $8.9 million compared to the same period in 2002. The
increase is due  primarily to increased  salaries and benefits of  approximately
$839  thousand as the Company  continued  movement into other markets along with
$112 thousand in minority interest on trust preferred  securities.  Non-interest
expense for the nine-month period in 2002 included a $539 thousand charge-off of
debt and receivables associated with the Company's investment in Sumx Inc.

             Income Taxes

             The Company  recorded  income tax expense of $176  thousand for the
three months ended  September  30, 2003,  compared to $267 thousand for the same
period in 2002.

             Income tax for the nine months ended  September 30, 2003,  was $854
thousand compared to $547 thousand during the same period in 2002.

             Liquidity

             The  Company  utilizes  a  funds   management   process  to  assist
management in maintaining  net interest income during times of rising or falling
interest rates and in maintaining  sufficient  liquidity.  Principal  sources of
liquidity  for the  Company  are asset cash  flows,  customer  deposits  and the
ability to borrow against investment securities and loans.  Secondary sources of
liquidity include the sale of investment and loan assets.

             The Company has established a liquidity  contingency  plan to guide
the bank in the event of a  liquidity  crisis.  The plan  describes  the  normal
operating  environment,  prioritizes  funding  options and  outlines  management
responsibilities and board notification procedures.

             The Company's cash and cash  equivalents  decreased $2.9 million to
$8.5 million at September  30,  2003,  from $11.5  million at December 31, 2002.
Cash provided by operating and financing  activities during this period was $3.7
million and $42.4 million,  respectively,  while investing activities used $49.1
million.  Investing  activities  include an increase  in loans of $21.0  million
along with the purchase of $59.8  million of investment  securities  and Federal
Home Loan  bank  Stock  offset  by  maturities  and pay  downs  from  investment
securities of $28.5 million.

             The Company has unsecured  federal  funds lines with  correspondent
banks and lines of credit with the Federal Home Loan Bank at September 30, 2003,
of  approximately  $17 and $55  million,  respectively.  Management  believes it
maintains adequate liquidity for the Company's current needs.


<PAGE>



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934,  as  amended.  Although  the  Company  believes  that the
expectations reflected in such forward-looking  statements are reasonable,  such
forward-looking  statements are based on numerous assumptions (some of which may
prove to be incorrect)  and are subject to risks and  uncertainties  which could
cause the actual results to differ  materially from the Company's  expectations.
Forward-looking  statements have been and will be made in written  documents and
oral  presentations  of the Company.  Such  statements are based on management's
beliefs as well as assumptions  made by and information  currently  available to
management.  When used in the  Company's  documents or oral  presentations,  the
words "anticipate",  "believe," "estimate," "expect," "objective," "projection,"
"forecast,"   "goal"  and   similar   expressions   are   intended  to  identify
forward-looking  statements.  In addition to any  assumptions  and other factors
referred to  specifically in connection  with such  forward-looking  statements,
factors that could cause the Company's actual results to differ  materially from
those  contemplated in any  forward-looking  statements  include,  among others,
increased competition,  regulatory factors, economic conditions, changing market
conditions,  availability or cost of capital,  employee workforce factors, costs
and other  effects  of legal and  administrative  proceedings,  and  changes  in
federal,  state or local  legislative  requirements.  The Company  undertakes no
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of changes in actual  results,  changes in  assumptions  or other factors
affecting such statements.


Item 3.      Controls and Procedures

             As of the end of the  period  covered by this  quarterly  report on
Form 10-QSB,  the Company  carried out an evaluation,  under the supervision and
with  the  participation  of  our  principal  executive  officer  and  principal
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures  as  defined  in Rule  13a-15(e)  and Rule
15d-15(e) under the Securities  Exchange Act of 1934, as amended.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  required to be included in our periodic
SEC reports.  There has been no change in the  Company's  internal  control over
financial  reporting  that  occurred  during the  Company's  most recent  fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the Company's internal control over financial reporting.



PART II.  OTHER INFORMATION


Item 6.      Exhibits and Reports on Form 8-K

(a)      Exhibits

                                  EXHIBIT INDEX

Exhibit                             Description of Exhibit

3.1  Restated Articles of Incorporation of Britton & Koontz Capital Corporation,
     incorporated  by  reference  to Exhibit  4.1 to  Registrant's  Registration
     Statement  on  Form  S-8,  Registration  No.  333-20631,   filed  with  the
     Commission on January 29, 1997. *

3.2  By-Laws of Britton & Koontz Capital  Corporation,  as amended and restated,
     incorporated by reference to Exhibit 3.2 to  Registrant's  Annual Report on
     Form 10-KSB filed with the Commission on March 30, 1998. *

<PAGE>


4.1  Shareholder  Rights Agreement dated June 1, 1996,  between Britton & Koontz
     Capital  Corporation  and Britton & Koontz First  National  Bank, as Rights
     Agent,   incorporated   by  reference   to  Exhibit  4.3  to   Registrant's
     Registration Statement on Form S-8, Registration No. 333-20631,  filed with
     the Commission on January 29, 1997. *

31.1 Certifications  of the Chief  Executive  Officer,  as required  pursuant to
     Section 302 of the Sarbanes-Oxley  Act of 2002.

31.2 Certifications  of the Chief  Financial  Officer,  as required  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certifications  of the Chief  Executive  Officer,  as required  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certifications  of the Chief  Financial  Officer,  as required  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.


*    As indicated in the column entitled  "Description of Exhibits" this exhibit
     is incorporated by reference to another filing or document


(b)      Reports on Form 8-K

                 On July 24, 2003,  the Company  filed a current  report on Form
                 8-K, reporting 2nd quarter 2003 earnings.



<PAGE>


                                   SIGNATURES



In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.









                                      BRITTON & KOONTZ CAPITAL CORPORATION




Date:     November 14, 2003           /s W. Page Ogden
                                      ____________________________________
                                      W. Page Ogden
                                      Chairman and Chief Executive Officer




Date:     November 14, 2003           /s/ Bazile R. Lanneau, Jr.
                                      ____________________________________
                                      Bazile R. Lanneau, Jr.
                                      Vice President and Chief Financial Officer




<PAGE>




                                  EXHIBIT 31.1

             SECTION 302 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER


<PAGE>


                                                                    EXHIBIT 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, W. Page Ogden, certify that:


         1. I have  reviewed this  quarterly  report on Form 10-QSB of Britton &
Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the Small business
issuer as of, and for, the periods presented in this report;

         4. The Small  business  issuer's  other  certifying  officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the Small business
issuer and have:

             a) designed such disclosure controls and procedures, or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             Small business issuer, including its consolidated subsidiaries,  is
             made  known to us by others  within  those  entities,  particularly
             during the period in which this report is being prepared;

             b)  evaluated  the  effectiveness  of the Small  business  issuer's
             disclosure controls and procedures and presented in this report our
             conclusions about the effectiveness of the disclosure  controls and
             procedures, as of the end of the period covered by the report based
             on such evaluation; and

             c)  disclosed  in this  report  any  change in the  Small  business
             issuer's  internal  control over financial  reporting that occurred
             during the Small business  issuer's most recent fiscal quarter (the
             Small  business  issuer's  fourth fiscal  quarter in the case of an
             annual  report)  that has  materially  affected,  or is  reasonably
             likely to materially  affect,  the Small business issuer's internal
             control over financial reporting; and

         5. The Small  business  issuer's other  certifying  officers and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the Small  business  issuer's  auditors  and the audit
committee  of the  Small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

             a) all  significant  deficiencies  and material  weaknesses  in the
             design or operation of internal  control over  financial  reporting
             which are reasonably  likely to adversely affect the Small business
             issuer's ability to record, process, summarize and report financial
             information; and

             b) any fraud, whether or not material,  that involves management or
             other  employees who have a significant  role in the Small business
             issuer's internal control over financial reporting.





Date: November 14, 2003                           /s/ W. Page Ogden
                                                  _____________________________
                                                  W. Page Ogden
                                                  Chief Executive Officer



<PAGE>






                                  EXHIBIT 31.2

             SECTION 302 - CERTIFICATION OF CHIEF FINANCIAL OFFICER


<PAGE>


                                                                    EXHIBIT 31.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


         I, Bazile R Lanneau, Jr., certify that:


         1. I have  reviewed this  quarterly  report on Form 10-QSB of Britton &
Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the Small business
issuer as of, and for, the periods presented in this report;

         4. The Small  business  issuer's  other  certifying  officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the Small business
issuer and have:

             a) designed such disclosure controls and procedures, or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             Small business issuer, including its consolidated subsidiaries,  is
             made  known to us by others  within  those  entities,  particularly
             during the period in which this report is being prepared;

             b)  evaluated  the  effectiveness  of the Small  business  issuer's
             disclosure controls and procedures and presented in this report our
             conclusions about the effectiveness of the disclosure  controls and
             procedures, as of the end of the period covered by the report based
             on such evaluation; and

             c)  disclosed  in this  report  any  change in the  Small  business
             issuer's  internal  control over financial  reporting that occurred
             during the Small business  issuer's most recent fiscal quarter (the
             Small  business  issuer's  fourth fiscal  quarter in the case of an
             annual  report)  that has  materially  affected,  or is  reasonably
             likely to materially  affect,  the Small business issuer's internal
             control over financial reporting; and

         5. The Small  business  issuer's other  certifying  officers and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the Small  business  issuer's  auditors  and the audit
committee  of the  Small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

             a) all  significant  deficiencies  and material  weaknesses  in the
             design or operation of internal  control over  financial  reporting
             which are reasonably  likely to adversely affect the Small business
             issuer's ability to record, process, summarize and report financial
             information; and

             b) any fraud, whether or not material,  that involves management or
             other  employees who have a significant  role in the Small business
             issuer's internal control over financial reporting.






Date: November 14, 2003                         /s/ Bazile R. Lanneau, Jr.
                                                _______________________________
                                                Bazile R. Lanneau, Jr.
                                                Chief Financial Officer



<PAGE>



                                  EXHIBIT 32.1

             SECTION 906 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER



<PAGE>


                                                                    EXHIBIT 32.1








                    Certification of Chief Executive Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended  September  30,  2003,  of  Britton  &  Koontz  Capital  Corporation  (the
"Company"),  as filed with the Securities Exchange Commission on the date hereof
(the  "Quarterly  Report"),  I, W. Page Ogden,  Chief  Executive  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:


(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.






Date: November 14, 2003                     /s/ W. Page Ogden
                                            ___________________________________
                                            W. Page Ogden
                                            Chief Executive Officer



<PAGE>





                                  EXHIBIT 32.2

             SECTION 906 - CERTIFICATION OF CHIEF FINANCIAL OFFICER



<PAGE>



                                                                    EXHIBIT 32.2







                    Certification of Chief Financial Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended  September  30,  2003,  of  Britton  &  Koontz  Capital  Corporation  (the
"Company"),  as filed with the Securities Exchange Commission on the date hereof
(the "Quarterly Report"),  I, Bazile R. Lanneau, Jr., Chief Financial Officer of
the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.






Date: November 14, 2003                     /s/ Bazile R. Lanneau, Jr.
                                            ___________________________________
                                            Bazile R. Lanneau, Jr.
                                            Chief Financial Officer